Cleary Gottlieb represented a consortium of leading investment banks, including Bank of America, Citi, Credit Suisse, Deutsche Bank, Lehman Brothers, Merrill Lynch, Morgan Stanley and UBS, in connection with establishing the Open Platform for Unregistered Securities (OPUS-5), which is administered by The Bank of New York Mellon. Definitive documentation for OPUS-5 was signed on October 18.
OPUS-5 provides trade reservation, shareholder tracking and transfer management services for privately offered equity securities. The system supports multiple dealers and is designed to increase liquidity for privately placed securities, while enabling issuers to track the number and identity of their shareholders. The shareholder tracking capability can be important, for example, if the issuer wishes to remain a private entity that is not required to file periodic reports with the Securities and Exchange Commission or if the issuer is relying on the exemption provided by Section 3(c)(7) of the Investment Company Act in order not to register as an investment company.